Terms.Tech – TERMS OF SERVICE
This document (hereinafter referred to as the “Terms of Service”) includes the terms and conditions of sale and use of the services and products offered through the software platform accessible at the URL Terms.Tech (the“Platform”).
These Terms of Service are agreed between the owner and operator of the Platform, Delcredere ǀ Ducroire, operating under the name “Credendo – Export Credit Agency”, a Belgian autonomous public body with legal personality according to the provisions of the law of 31st August 1939, having its registered office at Montoyerstraat 3, 1000 Brussels, Belgium and registered with the Crossroads Bank for Enterprises under number 0203.286.759 (hereafter referred to as “Credendo” or “Terms.Tech”), and the person or legal entity accepting and signing these Terms of Service for the use of the Platform (the “User”).
As the Platform is a B2B only platform, the User expressly states that it is acting in its capacity as a professional and not as a consumer.
Article 1 – Definitions
The terms and expressions listed below, when written with an initial capital, have the meanings shown for the purposes of interpreting and implementing this document:
Article 2 – Subject of the Terms of Service
- Without prejudice to the laws and regulations in force, these Terms of Service govern the relationship between Terms.Tech and the User, as from the first connection by the User to the Platform. The User’s explicit acceptance of the Terms of Service forms an essential prior condition for accessing and using the Platform and the Services.
- Their aim, in particular, is to determine rights and obligations associated with the use of the Platform and the sale and use of the Services and Products offered through the Platform.
- The Parties agree that their relationship will be governed exclusively by Terms.Tech’s Terms of Service so that these Terms of Service will take precedence over any other general or particular terms not explicitly accepted by Terms.Tech.
- The Terms of Service applicable to the relationship between Terms.Tech and the User are those in force on the date the User connects to the Platform. Terms.Tech may amend these terms of service at anytime by notifying the User by email of the amendments. If an amendment is not acceptable to the User, the User may terminate the agreement with Terms.Tech by notifying its decision by email to support@Terms.Tech and – in such case – the provisions of Article 10 of the current Terms of Service shall apply. It is specified, however, that the modifications made to the Terms of Service will not apply to Products and Services on-going on the date of the revision, to which the previous version of the Terms of Services will continue to apply until their completion or closure.
Article 3 – Access to the Platform
- The use of the Platform requires the User to register, designate one or several Representatives, provide the requested information, and subscribe to these Terms of Service.
- The User undertakes not to create or use any other Account than that initially created, whether in their own identity or that of a third party. Any exemption to this rule must be the subject of an explicit request by the User, and of an explicit approval by Terms.Tech. The creation or use of new Accounts, under their own identity, or that of third parties, without having requested and obtained Terms.Tech’s approval may lead to the immediate suspension of the User’s Accounts.
- The User undertakes to keep all information supplied when creating its Account accurate, up-to-date, and complete. The Account Manager undertakes to notify Terms.Tech at once of any changes to the information provided at the time the Account is created, and if applicable, to make a written request(email to support@Terms.Tech) for any modification it wishes to make to the information in its Account.
- Terms.Tech is free to decide which Users have access to the Platform, and makes the selection according to objective criteria, including, but not limited to the following: solvency, length of time the company has been in existence, commercial reputation, publicly available financial information. Terms.Tech therefore, at its sole discretion, may refuse to register a User on the Platform.
- Terms.Tech is only available for Users with their registered seat in the European Economic Area (EEA). Users must have a valid VAT number. Terms.Tech reserves at all times the right to ask for a copy of the VAT certificate or exemption, where applicable. All Users joining the Platform are required to provide proof of registration of the company within the EEA as part of the onboarding procedure.
- Each Representative designated on an Account is granted access through an identifier (“Identifier”)formed of a Representative name and a password. The Representatives act in the name of, and on behalf of the User. The Account Manager explicitly undertakes to ensure all its Representatives have acknowledged the latest up-to-date Terms of Service. The User guarantees compliance with the Terms of Service on behalf of the Representatives it has appointed, with respect to Terms.Tech and other Users.
Article 4 – The Services provided on the Platform
- The Services provided by Terms.Tech and/or Partners on the Platform are stipulated in this Article. Terms.Tech reserves the right to change, modify or terminate the Services provided on or through the Platform at any time, giving one month’s notice to the User.
- Funding Search Platform. This Service encompasses the provision of general information by Terms.Tech regarding business financing and funding, public and private grants, loans, investors, etc. As this information is collated and reproduced from public sources, Terms.Tech cannot guarantee, nor be held responsible for, this information always being accurate, complete or up-to-date.
- The User acknowledges that Terms.Tech does not in any way provide financial, investment or any other professional advice. Users should always use caution and call upon the advise of financial experts where appropriate.
- Neighbourhood Trade Watch. This Service encompasses the provision of information and tools by Terms.Tech to the User in order to understand their credit exposure vis-à-vis other legal entities. This Service only applies to incorporated legal entities.
- Terms.Tech provides the User with financial information and credit scoring regarding companies (i.e. a numeric or visual representation of a company’s creditworthiness) obtained from third party credit scoring and financial information providers. The User acknowledges that Terms.Tech is not responsible for such third party information and that it cannot always be verified to be up-to-date, complete and/or accurate.
- Terms.Tech may provide the User with additional financial information and credit scoring (i.e. a numeric or visual representation of a company’s creditworthiness) regarding companies, both Users and third parties, which is automatically generated by Terms.Tech’s systems and may be based on third party information, User’s credit history, Credendo’s own financial information, publicly available information, Users interaction with the Platform such as the (requested) use of Products or Services, and Transaction Information Terms.Tech receives from its Partners.
- Terms.Tech allows Users to give feedback and rate other Users as to their financial position, trustworthiness and payment behaviour.
By using Terms.Tech, the User therefore agrees to being subject to automated behaviour analysis resulting in additional credit scoring as mentioned under b) and c) above. This only applies to incorporated businesses. Natural persons (Users, Representatives or other) as such shall not be subject to profiling or automated decision-making of any kind.
The User agrees to not hold Terms.Tech liable for the resulting ratings, whether they are provided by or stem from Terms.Tech, its third party suppliers or other Users.
The provided credit scores are not credit ratings issued in accordance with the CRA Regulation (EU No. 1060/2009) relating to credit rating agencies and credit ratings. The provided credit scores are merely informative and based on publicly available information and Transaction Information received from Partners, as well as User behaviour and feedback. The User acknowledges that such information cannot always be verified, up-to-date and/or accurate. The given credit scores are a result of an algorithm and are merely a tool to be used by the Users when conducting their own financial due diligence. Users should always use caution and call upon the advice of financial experts where appropriate. The User is solely responsible for its use and interpretation of the credit scores and financial information on the Platform.
- Partner Services Search Platform. This Service encompasses the referral, sign-up and/or integration of third party Partner Products and Services through the Platform.
- Terms.Tech may list and refer Users to several Partner Products and Services. The User acknowledges that by following a referral link, he/she will leave the Platform and will be referred to an external third party Partner website or platform out of Terms.Tech’s control, for which Terms.Tech is not responsible nor liable. The User shall always act directly with the Partner.
- Terms.Tech may offer Users the possibility to sign-up for Partner Products and Services through the Platform. The User may directly sign up for such Partner Products or Services using the credentials stored in its Terms.Tech Account. Terms.Tech will facilitate the sign-up and onboarding process and may provide basic training services. However, the contract is solely and directly concluded between the User and the Partner and entails that the User agrees to the terms and conditions of the Partner.
The User agrees that Terms.Tech shares its personal and company information with the Partners for the purpose of such sign-up services.
The User acknowledges that the actual use of the Partner Products or Services will entail leaving the Platform and being referred to the Partner’s external website or platform out of Terms.Tech’s control, for which Terms.Tech is not responsible nor liable. The User shall always act directly with the Partner.
- Terms.Tech may offer Users fully integrated Partner Products and Services through the Platform. The User may directly sign up for such Partner Products or Services using the credentials stored in its Terms.Tech Account. Terms.Tech may facilitate the sign-up and onboarding process. However, the contract is solely and directly concluded between the User and the Partner and entails that the User agrees to the terms and conditions of the Partner.
The User shall be able to use the Partner’s integrated Products and Services both on the Platform and directly with the Partner’s external website or platform. In both cases, the Partner remains solely responsible and liable for its Products and Services provided to the User, in accordance with the Partner’s terms and conditions. Terms.Tech is only responsible for the Terms.Tech Platform as such and cannot be held liable for the content nor the (mal)functioning of the Partner’s Products or Services.
The User agrees that Terms.Tech shares its personal and company information with the Partners for the purpose of such integrated services.
Article 5 – Ordering Products or Services provided by Partners through the Platform
- The User may order Products or Services of Partners by placing an order through the Platform, for either sign-up or integrated Products and Services as mentioned in Article 4.
- The User acknowledges that the ordering of Products of Services of Partners shall constitute a direct contract between the User and the Partner, and that Terms.Tech acts merely as an intermediary. The Partner’s terms and conditions shall govern all contractual aspects regarding Partner Products or Services.
- The Payment of Partner Products and Services shall be done directly to the Partner without any intervention of Terms.Tech. Any payment issues that should occur, should be directed to the Partner.
Article 6 – Invoicing, payment & credits for the Services provided by Terms.Tech
- General access and use of the Platform is available free of charge. However, certain features and Services provided by Terms.Tech are payable by means of credits. The pricing of features and Services may be subject to change.
- The User may purchase one-off credits from Terms.Tech at the prices listed. Credits remain valid for one year after purchase. The purchase of one-off credits can be combined with the purchase of a monthly subscription plan.
- The User may choose an Terms.Tech subscription plan including a specified monthly amount of credits, at the prices and conditions listed. A User can have only one subscription plan in place at a time. The User may cancel, upgrade or downgrade subscription plans at any time through the Terms.Tech platform. In case of a cancellation or downgrade, the price of the cancelled or downgraded subscription plan for the ongoing month shall remain due and shall not be prorated. In case of an upgrade, the entire price for the subscription plan to which the User has upgraded shall be due as from the purchase of the upgrade. The monthly amount of credits within a subscription plan cannot be transferred to the next billing period.
A monthly subscription plan shall be automatically renewed until it is cancelled by the User, which can be done at any time. In case of cancellation, the subscription plan can be used and shall be payable for the entire billing period in which the cancellation is done. The User may cancel or change its subscription plan through the Platform or by emailing to support@Terms.Tech. Bear in mind that the latter might entail several days for processing.
- Prices may be subject to change. Prices exclude VAT, other taxes and levies and costs of payment providers. The fees charged by Terms.Tech’s PSP will be clearly specified and added during the checkout process and before the order is completed. Bear in mind that your payment provider may charge additional fees, which may vary.
- All amounts are immediately payable upfront at the time of purchase by means of the payment methods listed on the Platform. A commercial invoice shall be issued by Terms.Tech upon payment.
Recurring subscription plans require either an automatic payment authorization through a registered credit card or through a SEPA bank transfer mandate. In case a payment cannot be processed, Terms.Tech has the right to immediately suspend its services until full payment is received. The User remains liable for amounts which are not received.
- Payments shall be facilitated through Terms.Tech’s PSP, in which case the PSP’s terms and conditions shall apply. These terms and conditions shall be made available for acceptance before the payment process is carried out. Digiteal SA’s terms and conditions can also be found here: link.
- The User may cancel an order placed for one-off credits or the start of a subscription plan within 24 hours after placing said order through the Platform or via support@Terms.Tech. In case a reimbursement is applied for by the User and approved by Terms.Tech, it will be carried out by the PSP by means of the same payment method as was chosen by the User for the initial payment.
- The purchased credits or subscription plans shall be available after the processing of full payment by Terms.Tech or its PSP. Subject to article 6.9, purchased credits or subscriptions are final and cannot be cancelled, traded in or exchanged for currency.
Article 7 – Obligations and responsibilities of Terms.Tech
- If Terms.Tech detects a security failure, which could seriously compromise the security of the Service and of User’s or Representatives’ data, it may interrupt services temporarily, without notice, in order to remedy the security failure as quickly as possible. In this situation, the User may not claim any compensation or hold Terms.Tech liable for any reason whatsoever.
- In order to ensure the User’s operations on the Platform, Terms.Tech undertakes to carry out regular back-ups of User’s data.
The User is responsible for maintaining the confidentiality of its password and account details and is fully responsible for all activities using its password or account. The User agrees to immediately notify Terms.Tech of any unauthorized use of its password or account and agrees to exit its account at the end of each session.
- The User states that it is aware of the properties and limitations of the Internet, particularly as regards technical performance, response times for looking up, querying or transferring information, risks of breaks in connection, and in general, risks involved in any connection and transmission over the
Internet, lack of protection for some data from any misappropriation, and the risks of contamination by viruses on the network. Consequently, Terms.Tech shall not in any circumstances be held responsible for any damage directly or indirectly associated with any of such properties and/or limitations.
Terms.Tech does not guarantee the uninterrupted availability of the Platform, Products or Services.
- Terms.Tech must be kept duly informed by the User in case of problems in using the Platform or about a Product or Service.
- Terms.Tech has no control over the quality, schedule, legality, failure of supply or any aspect whatsoever of the information supplied by the User, the Products or Services provided by Partners, or the integrity, responsibility or actions of Representatives. Although Terms.Tech may request verifications for granting access to the Users, it takes no responsibility for the accuracy or reliability of this information, or any information supplied through the Service.
- The User expressly understands that Terms.Tech cannot be held responsible for any identity theft or false statements by a User on the Platform as regards its identity, its legal form, its financial status or the source of its Products. Thus, the User is responsible for carrying out all additional checks it considers necessary to ensure the existence and solvency of its co-contractor, as well as the legitimacy of its Products.
- Terms.Tech remains an intermediary providing a tool. The Users therefore take all the risks relating to the Products or Services of Partners they order via the Platform and acknowledge that Terms.Tech shall incur no responsibility in the event of damage suffered by one of the Users as a consequence thereof.
- Terms.Tech cannot in any case be held liable for a Product or Service of a Partner being provided through the Platform which does not comply with the relevant laws and regulations or specifications.
- Terms.Tech is not responsible for the compatibility of the Platform, Products or Services with the User’s systems or software.
Article 8 – User’s obligations & fair use policy
- The User's connection to the Platform and use of the Service is the User’s sole and entire responsibility. It is the User's duty to take all the provisions needed to maintain this access. Terms.Tech is not held responsible should it be impossible to access the Service because of an event outside of its control.
- The User is responsible for taking the appropriate steps to protect its own data and/or software stored on their computer equipment, from any attack.
- The User, acting in its capacity of a professional, states and guarantees to Terms.Tech that all its professional obligations are cleared, and will compensate Terms.Tech for the consequences of any failure to meet its obligations under the terms of the Products and Services ordered through the Platform, or of its fraudulent use. So, the User undertakes to pay all sums directly, including any fines, legal costs and other amounts, all of which are attributable to the User and owed under this heading.
- The User is entirely and solely responsible for use of its own identifiers granting access to the Platform and undertakes to do everything in its power to keep them confidential, and not disclose them to anyone in any form or for any reason whatsoever. If any of its Identifiers are lost or stolen, the User is responsible for any harmful consequences of this loss or theft and must implement the procedures on the Platform for changing its password as quickly as possible. If it becomes aware that an unauthorized person has had access to its Account, the User will notify Terms.Tech at once, by email to support@Terms.Tech.
- The User will not transfer, assign, sell, sub-lease, sub-license, or in any other way transfer or assign its access or use of the Platform (or any part or facility of it) or any of its rights or obligations under these Terms of Service to any third Party, or attempt to do so.
- Each User is responsible for checking thoroughly the conditions of its commitment, before subscribing to a Product or Service, as well as verifying the terms of such Product or Service, so that the intentions of each party to the contract are taken with full knowledge of the associated conditions.
- The User is solely responsible for the content it uploads to the Platform. Terms.Tech only provides a passive, technical role as intermediary, to place the User's content online, and does not check the content before it puts it online. Without limiting the foregoing, Terms.Tech will have the right, at its own discretion, to remove any content placed by a User on the Platform for any reason whatsoever, including if the content infringes these Terms of Service or any applicable law.
- The User agrees to use the Platform solely for its own internal business purposes, in accordance with these Terms of Service and to abide by all laws and regulations applicable to its use of the Platform.
- The User will not:
(i) use the Platform fraudulently, in connection with or for purposes of a criminal offence, or otherwise unlawful ends, nor attempt to gain unauthorised access to the Platform through any means whatsoever;
(ii) modify the Platform in any way;
(iii) directly or indirectly reverse assemble, reverse compile, or otherwise, reverse engineer or attempt to derive the source code of the Platform, or create derivative works of the Platform, or access or use the Platform for any other purpose other than the purpose identified in these Terms of Service;
(iv) use the Platform to solicit or contract other Users in relation to marketing, business or personal purposes.
- Any failure on the part of the User to observe its obligations, any fraudulent use of the Platform, or breaches in these Terms of Service, will justify refusal to the User, at any time, of access to the Service or other functions of the Platform and may lead to suspend or cancel its Account, as set out in Article 10 of this document.
Article 9 – Warranties and Limitation of Liability
- Whilst Terms.Tech aims always to maintain a quality fully operative service, the Platform and Services are nonetheless provided on an "as is", as available basis without warranties of any kind, whether express or implied.
- Specifically Terms.Tech gives no warranty or assurance about the contents of the Platform or Products and Services. Whilst Terms.Tech endeavours to maintain the accuracy and the quality of the information provided, it may be incorrect or out of date. Therefore any use made of the Platform or Services is at the User’s own risk. Each User shall indemnify and safeguards Terms.Tech against any legal action relating to such use.
- Neither party can be held liable to fulfil any obligation if prevented from doing so by force majeure. Force majeure is the situation in which one of the Parties is impeded in the performance of the Contract, either in whole or in part and temporarily or permanently, beyond the control of the Party or Parties. This includes (but is not limited to): fire, war, terrorist attack, unfavourable weather conditions, force majeure on the part of the third party suppliers or Partners of Terms.Tech, failures in goods, equipment, software or materials or services of third parties the use or provision of which the User prescribes to Terms.Tech, government measures, disruption of internet, data network or telecommunications facilities, unavailability of third party servers, strike, electricity outages, epidemic or pandemic.
- Terms.Tech is only liable for the damages incurred as a direct consequence of its grave or willful fault or negligence and excludes any and all other liability. Terms.Tech disclaims all liability, including but not limited to all liability in contract (including negligence) or otherwise in connection with the Platform and/or Products or Services, for any indirect, incidental, third party, special or consequential loss, loss of profit, revenue, savings or data which may result from the use, delays in use, or inability to use the Service.
- Terms.Tech’s entire liability in respect of all claims arising out of or in connection with these Terms of Service or their subject matter in any 12 month period (considered retrospectively from the date on which the course of action arose) shall not exceed an amount equal to the sums payable by the User to Terms.Tech in respect of that 12 month period.
- Any claims made by the User must be submitted within one year of the discovery of the damage; failure to do so will result in the forfeiting of the User’s rights.
Article 10 – Duration and termination of the Service
- These Terms of Service are concluded for an indefinite period, as from the date of the explicit acceptance of these Terms of Service by the User, as stated in Preamble.
- Access to the Platform may be suspended or terminated at any time, and with immediate effect by Terms.Tech at its sole discretion, if the User fails to respect the obligations it incurs under the terms of these Terms of Service, or if there is serious reason to suspect the User has not fulfilled these obligations, without prejudice to any claim for compensation.
- If Terms.Tech suspects any possible breach of one of the provisions of these Terms of Service, Terms.Tech reserves the right to investigate such violations and at its own discretion cancel the Subscription description or modify, change or delete the content of the Account, in whole or in part, without notice. The Service may be restored at the discretion of Terms.Tech if the conditions leading to the suspension have been dispelled or resolved by the User concerned.
- Early cancellation will take place automatically 10 (ten) Working Days after a warning issued by registered mail, stating the intention to apply this clause, if there is no response.
- Cancellation will take place automatically without notice if either Party repeatedly fails to meet its obligations. In any case, the User may not invoke the automatic cancellation clause if it is partly responsible for fulfilment of the obligations.
- These Terms of Service may also be the subject of early cancellation in the event of liquidation, receivership or rescue plan of either Party, under current legal and regulatory conditions, and subject to any public order provisions, without compensation.
- Relations between Terms.Tech and the User may also be ended early if either Party cannot complete an arrangement, because of a situation of force majeure, to which no solution could be found after 15 (fifteen) Working Days from the date when completion became impossible.
- Should one of the above-mentioned situations occur, on-going contracts between the User and Partners must be completed, and the consequent liabilities incurred must be respected. During this period, the User may no longer access the Platform.
- Moreover, sums paid to Terms.Tech for the Service will revert automatically to Terms.Tech, and may not be the subject of any reimbursement, except if Terms.Tech is to blame for the cancellation.
- Any pending payments will be settled within no more than 15 (fifteen) Working Days from the cancellation.
Article 11 – Intellectual Property
- The User acknowledges that any and all intellectual property rights (such as but not limited to copyright, trademarks and designs and trade secrets) vested in the Platform, its contents and the Products and Services are exclusively owned by Terms.Tech, and/or any third party granting Terms.Tech a license, as the case may be. Consequently, through its use of the Platform the User acquires no rights whatsoever, except a non-exclusive, non-transferable and conditional right of use of the Platform limited to the purpose and the period of its subscription to the Platform.
- In particular, illustrations, images, drawings, design, texts, names, logos, brands or models appearing on the Platform are the property of Terms.Tech and as such are protected by intellectual property rights. The User is therefore forbidden to reproduce or exploit, in any form whatsoever, either directly or indirectly, such illustrations, content and brands, without the prior, express, written permission of Terms.Tech.
- In uploading its content to the Terms.Tech Platform, including any brands or logos, the User grants Terms.Tech a non-exclusive, non-transferable global license, free of charge, for the whole period of the User’s use of the Service, to use, copy, present, publish, make available, distribute, modify, adapt and display on the Platform, some or all of the User's content. The User warrants that its content shall not infringe upon third party (intellectual property) rights and shall safeguard and indemnify Terms.Tech against any claims in this regard.
Article 12 – Sharing of Transaction Information and Account Information
- The User grants Terms.Tech’s Partners access to all Account Information necessary for the execution of the Services mentioned in Article 4 it should request and authorizes Terms.Tech to provide such information to the Partners upon their request.
- The User hereby grants Terms.Tech access to all Transaction Information as necessary for the development and provision of the features and Services of the Platform. The User hereby authorises the Partners to provide to Terms.Tech such Transaction Information upon request of Terms.Tech.
Article 13 – Data protection
Article 14 – General provisions
- If any of the clauses of these Terms of Service is annulled, this will not lead to the nullification of other clauses remaining in force between the Parties. By mutual agreement, the Parties will make every effort to replace the invalid clause with a valid one with the same, or largely the same, economic impact as the invalid clause had.
- Any amendment, cancellation or abandonment of any clause in these Terms of Service will only be valid on the express agreement of the Parties.
- If either Party chooses to waive application of any clause in these Terms of Service, or tolerate its non-fulfilment, either temporary or permanent, this may not be interpreted as a waiver by this Party of its exercise of the rights it holds under these Terms of Service.
- These Terms of Service are subject to Belgian law.
- The Parties will endeavour to settle any differences, amicably and in good faith, which may arise between them on the interpretation, partial or total execution or non-execution of these Terms of Service. The User will address Terms.Tech as a priority, to achieve such an amicable solution.
- If there is no amicable agreement, the Courts of Brussels, Belgium will have sole competence in this matter.
- If there is a dispute between the User and Terms.Tech, the parties agree that Terms.Tech’s back-up systems are considered valid as evidence of the date and period of use.
- All the documents relating to the use of the Account will be kept and archived by Terms.Tech. Terms.Tech may make use, for the purposes of evidence in particular, of any document, file, back-up, tracking report, statistics on any media, including the computer media it creates, receives or keeps itself.